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Group Policy - Code of Conduct
Governance Manual
Purpose
Document Rationale
Responsibility
The SN Power Code of Conduct, represents a
guideline, on how to navigate through moral and
ethical business dilemmas, adhering to SN
Power`s Core Values and Business Principles.
The Code of Conduct, does not replace the
respective legal frameworks, nor international
regulations.
This document is approved by the CEO.
This document is owned by the SVP special
projects.
The SVP, Special Projects is responsible for
regular review and update of this document at a
minimum of once a year.
Scope
The SN Power Code of Conduct applies to all
employees and Board members, temporary
personnel and consultants as well as every
wholly owned SN Power company.
Document Structure
1
CODE OF CONDUCT..............................................................................................2
2
COMPLIANCE ..................................................................................................... 17
3
DEFINITIONS ...................................................................................................... 17
4
REFERENCES ...................................................................................................... 17
Author:
Halvor Fossum
Lauritzsen
Approved by:
Torger Lien
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Governance Manual
1 CODE OF CONDUCT
1
CODE OF CONDUCT ................................................................................... 2
1.1 Introduction .............................................................................................. 3
1.2
General .................................................................................................... 3
1.3
How to Make Use of the Code: ................................................................ 4
1.4
To whom does the Code apply? .............................................................. 4
1.5
Safety First............................................................................................... 5
1.6
Integrity and Professionalism ................................................................... 5
1.7
Corruption and fraud ................................................................................ 6
1.7.1
General ............................................................................................. 6
1.7.2
Definitions Corruption ........................................................................ 6
1.7.3
Gifts, Meals and Entertainment ......................................................... 7
1.7.4
Public officials and Government Relations ........................................ 8
1.7.5
Consultants, suppliers, contractors and customers ........................... 9
1.7.6
Partners............................................................................................. 9
1.7.7
Use of intermediaries ........................................................................ 9
1.8
Impartiality ............................................................................................. 10
1.8.1
Conflict of interest............................................................................ 10
1.8.2
Directorships, employment or other assignments ........................... 11
1.9
Confidentiality ........................................................................................ 12
1.10
Political activity ................................................................................... 12
1.11
Transparency...................................................................................... 13
1.11.1 Disclosure of business information .................................................. 13
1.12
Fair competition and anti-trust laws .................................................... 13
1.13
Security .............................................................................................. 13
1.13.1 Protection of SN Power’s property and assets ................................ 13
1.13.2 Information and IT systems ............................................................. 13
1.14
Professional work standards............................................................... 14
1.14.1 Purchase of sexual services ............................................................ 14
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1.14.2 Intoxicants ....................................................................................... 14
1.14.3 Alcohol Consumption outside of SN Power Premises ..................... 14
1.15
Compliance and reporting of concerns ............................................... 15
1.15.1 Violations of the Code ..................................................................... 15
1.15.2 How can you discuss integrity dilemmas? ....................................... 15
1.15.3 How can you report concerns? ........................................................ 15
1.1
Introduction
Developing and managing a renewable energy company in emerging markets is
challenging. The absence of proper regulatory regimes, enforcement or
transparent business cultures, are characteristic of the environment in which SN
Power employees and representatives need to function. Each employee and
representative of SN Power is likely to encounter a number of challenging
situations through the course of his\her employment. This Code of Conduct is
intended as a guide to help you navigate through those challenges while still
adhering to SN Power’s Core Values and Business Principles. It also defines
what you should and should not do during the course of executing your duties as
an employee or representative of SN Power.
1.2 General
The Code is based on Norwegian Law and the OECD Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions. The
Code also integrates recommendations from Transparency International and it
reflects the UN Global Compact principles to which SN Power is committed.
The Code of Conduct does not provide detailed guidance on any given situation
or give instructions on how to comply with local legal requirements in the many
different countries in which we operate. Rather, it is an expression of the
behaviour and actions that are expected of those working for or representing SN
Power. It goes without saying that as an SN Power employee, you must comply
with local laws and regulations. If this puts you in conflict with this Code, you
should report the conflict to your supervisor.
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1.3 How to Make Use of the Code:
As a rule of thumb, keep the following in mind when faced with a challenging
situation:
1. Use common sense. If what you are doing or planning to do is something
you would not want to tell or share with a family member or colleague, it
probably falls outside the boundaries of what is acceptable.
2. Be open with regard to discussing dilemmas. Operating in a grey zone
increases the risk of things going wrong. If you are in doubt about what to
do when facing a challenging situation, discuss the issue with a trusted
colleague or raise the issue with your superior.
3. Spend sufficient time on difficult decisions. Poor decisions are often
made when things have not been discussed or thought through properly,
and individuals allow themselves to be pressured into taking a rash
decision.
4. Make sure your actions fall comfortably within the law and the
parameters outlined in this Code. Breaches of laws and ethical
requirements are a threat to the company’s license to do business and to
its reputation. Consult your supervisor and or company lawyer to be sure
that what you are planning to do is legal and in line with SN Power’s
requirements.
1.4
To whom does the Code apply?
The Code of Conduct applies to all employees, including individual consultants
and temporary personnel, in every wholly owned SN Power company. It also
applies to the Board Members of SN Power AS and to individuals appointed by
SN Power as its representatives on subsidiary boards. For the purpose of this
code Employee will be used to describe any person falling into the categories of
employment or association which are described above.
All individuals covered by this Code will need to formally accept to adhere to it by
signing a copy upon employment or assignment in SN Power.
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SN Power will make it a prerequisite to entering a Joint Venture, that the JV
company and its employees comply with SN Power’s business principles and
that Code of Conducts for those JV companies are developed and implemented
which are in line with the principles and standards reflected in this Code.
1.5 Safety First
SN Power will conduct its business with the highest regard for safety and health.
SN Power is committed to and maintaining a work environment that is safety
conscious and a work force that is equipped, properly trained, and aware of
safety and health requirements and guidelines. SN Power will also actively
promote a safety culture in all investments that it enters into with a partner.
Health and Safety is a top priority for SN Power and will not be compromised.
1.6 Integrity and Professionalism
SN Power’s business and reputation depends on its employees behaving with
integrity and professionalism at all times. SN Power employees are required to
read, understand and commit to the company’s Business Principles and Core
Values before joining the company and will be regularly reviewed as to their
compliance.
SN Power is committed to maintaining a culture and working environment where
employees are given the opportunity, regardless of individual background, to
make valuable contributions while reaching their full career potential. Employees
of SN Power must refrain from all conduct that can have a negative effect on
their colleagues, the working environment or SN Power. This includes
harassment or intimidation, sexual harassment, discrimination or other behaviour
that colleagues or business associates may regard as threatening or degrading.
In order to create a strong culture of integrity and respect in SN Power,
employees shall:



Conduct all duties with integrity and strive towards attaining a high
standard of professional responsibility and achievement
Maintain an impeccable standard of integrity in all business relationships,
both inside and outside SN Power.
Respect all people, taking into account their customs, habits, and religious
beliefs.
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

1.7
Recognize the richness of a diverse workplace and value the unique skills
and perspectives of people with different cultural and educational
backgrounds
Contribute to removing barriers to gender equality and ensure that SN
Power activities take the gender dimension into account.
Corruption and fraud
1.7.1 General
SN Power employees shall never offer or accept a bribe, facilitation payment,
kickback or other improper payment for any reason. The direct or indirect offer,
payment, soliciting or acceptance of bribes in any form by employees, is
unacceptable.
This applies to transactions with a foreign or domestic government official or
employee or with any private company or person, and whether in the conduct of
domestic or international business. This is irrespective of whether the payment is
made or received directly or through a third party, such as an agent,
representative, consultant, contractor and joint venture partner.
1.7.2 Definitions Corruption
Corruption may be defined as the abuse of public or corporate office for private
gain. Corruption includes, but is not limited to:
Bribery
Bribery is an offer of any gift, fee, reward, loan, or other advantage to or from any
person as an inducement to do something which is dishonest, illegal or a breach
of trust.
Facilitation payments
A facilitation payment is where a bribe is paid to a public official to receive
preferential treatment for something that the bribe receiver is required to do by
law, or to enable or speed up a process which it is the official’s duty to perform.
Kickbacks
A kickback is the offering or accepting of money, gifts, or anything of value in
return for favourable treatment.
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Nepotism
Nepotism is to give relatives and friends favourable treatment, based upon
relationship, rather than an objective evaluation of ability, merit or suitability.
Fraud
Fraud is the intentional act of deceiving someone in order to gain something one
is not entitled to
Embezzlement
Embezzlement is the fraudulent appropriation of funds or property entrusted to
your care, but actually owned by someone else.
Extortion
Extortion is the felonious act of obtaining something by the use of threats or
violence.
1.7.3 Gifts, Meals and Entertainment
SN Power is committed to making business decisions objectively and solely on
the basis of quality, service, price and similar competitive factors. Employees and
members of their immediate family are prohibited from seeking or accepting
cash, gifts, services or other things of value (Gifts) from a customer, supplier or
contractor. SN Power prohibits these practices as they could be viewed as
having been done in order to gain an improper business advantage. Small gifts,
unsolicited souvenirs which are associated with a legitimate business relationship
or trinkets of nominal value are not considered Gifts and are excluded from these
restrictions. Receiving or giving food or beverage of a modest value is also
excluded from these restrictions.
Meals or entertainment (e.g. attendance at sporting or theatre events), the main
purpose of which is to establish or maintain necessary business relationships,
are considered legitimate business activities and may be accepted as long as the
business purpose is valid. Employees who have ongoing working relationships
with suppliers or contractors must, however, avoid acceptance of frequent meals
and entertainment where a repetitive reciprocation pattern can be established.
Employees should decline any offers of lavish business meals or entertainment
or any offers that could appear as having been made with the intent to influence
an associate’s business judgement. As a measure of whether a particular meal
or entertainment is lavish, associates should only accept meals and
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entertainment of a value that their management would approve if included by the
employee on his or her expense account.
1.7.4 Public officials and Government Relations
The OECD Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions and Norwegian law has provisions
concerning public officials and corruption. Employees of SN Power shall not give
Gifts or payments or offer anything of significant value to public officials who can
give, or be perceived to be giving, SN Power or the recipient an undue
advantage.
Hospitality and expenses
On occasion, SN Power may be asked to cover expenses incurred by public
officials that relate to reasonable costs for travel and accommodation related to
site visits, meals or other expenses related to SN Power projects. Expenses
related to domestic travel costs and meals, for example to allow for site visits, or
meals or hospitality, the main purpose of which is to establish or maintain
necessary business relationships, are considered legitimate business activities
and may be accepted as long as the business purpose is valid. Employees must,
however, avoid offering travel or meals which are lavish in nature or where a
repetitive reciprocation pattern can be established. Employees should not offer
any lavish business meals or entertainment or make any other offers to cover
expenses which could appear to have been made with the intent to influence a
public officials’ judgment.
A public official is defined as:
(a) any official or employee of any government agency;
(b) any person performing a public function;
(c) any candidate for political office; or
(d) any political party or official of a political party.
Employees of SN Power must cooperate with government agencies and officials
in a straightforward manner and must exercise the utmost integrity at all times in
conducting business with government agencies and officials by:
 Providing forthright, responsive and timely disclosure of information in
connection with the conduct of regulatory proceedings or in connection
with responding to regulatory reporting requirements;
 Ensuring that all responses to reasonable requests or inquiries from
government agencies are accurate, complete and timely; and
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
Representing themselves and the Company professionally and with
honesty and integrity when appearing before or interacting with
government agencies.
1.7.5 Consultants, suppliers, contractors and customers
SN Power may be held liable for bribery or other corrupt acts which are
undertaken on SN Power’s behalf by third parties. SN Power therefore expects
its consultants, suppliers, contractors and customers, to adhere to the company’s
Business Principles and other integrity requirements laid down in terms and
conditions of their contract with SN Power. These requirements will be stated in
all contracts and agreements of a major nature.
When awarding significant contracts involving consultants, suppliers, contractors
and customers, a review of their integrity compliance history and systems will be
performed which will form a basis for the pre-qualification of such companies.
1.7.6 Partners
SN Power will always conduct an integrity and reputational due diligence on
potential new partners. SN Power will select partners with Values and Business
Principles that are aligned with its own. SN Power’s business principles will
reflect its business principles in aim to shareholders’ agreements it enters into
with partners.
1.7.7 Use of intermediaries
As a general rule, SN Power prefers not to engage intermediaries as its business
representatives. In some cases however, the use of an intermediary may be
deemed to be necessary. Intermediaries include agents, sales representatives
and other third parties who, in the Company’s business activities, act as links
between SN Power and a third party. The decision to engage an intermediary
should be predicated on the following conditions having being met:
1. A successful reputation due diligence including an integrity check has
been carried out on the individual\firm that will be acting as an
intermediary to the company.
2. The individual\company has agreed to sign onto SN Power’s business
principles.
3. The individual\company has provided warranties that it will not participate
in any corrupt practices in relation to the contract or project;
4. Prior written approval from the CEO/COO/CFO or CCO.
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In such cases, SN Power and its employees will subsequently ensure that any
agreements or contracts entered into with intermediaries are made in writing and
describe the true relationship between the parties. All services to be provided by
all parties under the contract should be legitimate and should be expressly stated
and described in the contract. All fees or other compensation payable in respect
of the contractual services should be expressly stated in the contract and should
be proportionate to the services being provided. Payment methods for fees or
other compensation should be expressly stated in the contract and must be
capable of legitimate justification. In particular, bank accounts for receiving
payments should clearly belong to the relevant contracting party and should,
unless there is good reason to the contrary, be located in the country of
residence of the relevant contracting party.
Expense reimbursement shall only be effected if receipts are presented.
Payments shall only be made against satisfactory documentation, and shall be
accounted for in accordance with generally accepted accounting principles.
The documentation related to the intermediary’s activities must be archived in an
appropriate manner.
The intermediary’s compliance with this Code will be regularly monitored and
remedial action will be taken if performance is not in line with this code.
1.8
Impartiality
1.8.1 Conflict of interest
Employees must act in the Company’s best interest at all times, are prohibited
from taking advantage of their positions with the Company for personal gain or
for the gain of family members, friends and acquaintances, and are required to
avoid situations which:
 Interfere, or appear to interfere, with the independent exercise of
judgement in the performance of their duties;
 Reflect unfavourably, or appear to reflect unfavourably on SN Power’s
good name and reputation;
 Divide, or appear to divide, their primary duty of loyalty to the Company
versus an outside activity or personal interest or that of a family member
or friend;
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

Take advantage, or appear to take advantage, of Confidential Information,
if the information has not been publicly announced; or
Conflict or appear to conflict with SN Power’s interests.
Examples of conflicts of interest include, but are not limited to:




An employee or family member receives an improper personal benefit as
a result of his or her position in the Company.
An employee’s direct involvement in hiring or supervising a family
member;
Approving work for a family member’s firm, even if it may have resulted in
lower cost to SN Power;
Soliciting a supplier for a contribution to a worthy charity or civic
organization which can subsequently compromise an employee by
creating the potential expectation by the supplier of returned favour.
Conflicts of interest or situations that could be perceived as a conflict of interest
should be reported to the employee’s superior officer for evaluation and decision.
The employee shall not, directly or indirectly work for, assist or advise a
competitor. The employee shall not directly or indirectly establish, acquire advice,
participate in, or work for a business which is or could be in competition with the
company’s business and/or the business within the group, this includes
establishing or managing, or working for any personal business which operates
in the same business sphere as that of SN Power, in which the employee, the
employee’s family or close relatives are involved.
1.8.2 Directorships, employment or other assignments
In order to avoid situations where a conflict of interest may arise, the following
guidelines shall be observed.
 All directorships, employment or other assignments held or carried out by
SN Power employees in other enterprises which have commercial
relations with SN Power shall be approved in writing by the CEO or whom
he/she appoints amongst the members of SN Power’s management team.
This permission may be revoked should it be deemed necessary.
 SN Power employees shall not engage in other paid directorships,
employment or assignments of any significance outside SN Power except
by prior written agreement from the CEO, COO, CFO or CCO. Should a
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
conflict of interest arise, or if the employee’s ability to perform their duties
or fulfil their obligations to SN Power is compromised, such approval will
not be granted, or will be revoked.
SN Power employees holding positions as directors or positions where
they have influence on decisions regarding procurement, contract awards,
financing and insurance, shall declare ownership or other interest in
enterprises which have, or may be expected to have, commercial relations
with SN Power.
1.9 Confidentiality
Information other than general business knowledge and work experience that
becomes known to the individual in connection with the performance of their work
shall be regarded as confidential and treated as such.
Unauthorised persons shall be prevented from gaining access to information that
may harm SN Power’s business. Each individual’s privacy and integrity shall be
protected. Careful consideration should therefore be given to how, where and
with whom SN Power-related matters are discussed, in order to ensure that
unauthorised persons do not gain access to internal SN Power information.
Confidential information shall not be disclosed to third parties unless (i) SN
Power has consented, in writing, that confidential information may be released
towards third parties (ii) such information is already in the public domain, or (iii) a
disclosure is authorised or required by law.
The duty of confidentiality continues to apply after termination of the employment
relationship or after an assignment has been completed. Specific details on the
requirements of confidentiality are outlined in SN Power’s employment contracts.
1.10 Political activity
SN Power does not make contributions to political parties, individual politicians or
organizations directly affiliated with political parties. SN Power may participate in
public debate when this is in the Company’s interest. The individual is free to
participate in political activities on his/her own behalf.
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1.11 Transparency
1.11.1 Disclosure of business information
SN Power is committed to transparency and accuracy in all its dealings. SN
Power’s business information will be communicated accurately and fully, both
internally and externally. All accounting information shall be true and fair, and
registered and reproduced in accordance with laws and regulations, including
relevant accounting standards.
SN Power is obligated to provide true, fair and understandable disclosure in its
periodic financial reports, other documents filed with applicable regulatory
authorities and agencies, as well as in its other public communications.
Employees, particularly senior executives and financial officers, are expected to
exercise the highest standard of care in preparing such materials. Any intentional
act that results in a material misstatement in financial statements will be treated
as fraud.
1.12 Fair competition and anti-trust laws
SN Power will compete within the framework of the anti-trust and competition
rules in the markets in which the Company operates. This applies in relation to
competitors as well as to customers and suppliers. In contact with competitors,
SN Power employees shall act cautiously to ensure that competition laws and
regulations are not violated.
1.13 Security
1.13.1 Protection of SN Power’s property and assets
The use of SN Power’s time, materials, financial assets or facilities for purposes
not directly related to SN Power’s business is prohibited without authorisation
from a relevant SN Power representative. The same applies to the removal or
borrowing of SN Power property without permission. The individual must protect
SN Power’s property and assets against loss, damage and abuse.
1.13.2 Information and IT systems
The individual’s use of information, IT systems and, in particular, internet
services must be governed by the needs of the business and not by personal
interests. Information produced and stored on SN Power’s IT systems is
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regarded as the Company’s property. SN Power therefore reserves the right to
access all such information except where limited by law or agreement.
The individual is responsible for maintaining electronic files and archives in an
orderly manner. Private use is only permitted for the processing of ordinary
information to a limited extent based on SN Power standards. Information that
may be considered illegal, offensive or inappropriate must under no
circumstances be processed, downloaded, stored or disseminated. Any
downloading, storing or disseminating in breach of any copyright law or provision
is prohibited. Any use of software in breach of any copyright law or provision is
prohibited.
1.14 Professional work standards
1.14.1 Purchase of sexual services
The purchase of sexual services is illegal in most countries and may support
human trafficking. Human trafficking is illegal and a violation of human rights.
Purchase of sexual services may also expose the individual to excessive safety,
security and health risks. SN Power employees should refrain from buying sexual
services when on assignments and business trips for SN Power.
1.14.2 Intoxicants
SN Power is a drug-free workplace. Employees are prohibited from reporting to
work unfit for duty as the result of use of any controlled dangerous substance,
such as alcohol or other illegal drugs. Employees undergoing medical treatment
with prescribed drugs, which may have the potential to impair behaviour or work
performance, must report this fact to their supervisor, and should refrain from
taking on assignments where this could be an issue.
A supervisor may authorize the consumption of alcohol on Company property for
a special occasion or for certain business meetings, so long as the use is
moderate and supervised.
1.14.3 Alcohol Consumption outside of SN Power Premises
Employees of SN Power who are on work assignment for SN Power should not
use or encourage others to use, intoxicants in a manner that can expose the
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user to safety or security risks or place the user, SN Power or any of its business
associates, in an unfavourable light.
1.15 Compliance and reporting of concerns
1.15.1 Violations of the Code
Violations of the Code will not be tolerated and may, in accordance with relevant
legislation, lead to internal disciplinary actions, dismissal or even criminal
prosecution.
1.15.2 How can you discuss integrity dilemmas?
Reading through the Code should prepare you to handle most of the dilemmas
and questions you will face in your day-to-day work with SN Power. There are
several sources of further information and advice, depending on the subject
concerned.
 Your colleagues, supervisor or the country manager
 Your Human Resources representative
 Your local CSER representative
 The expert on the subject you are considering or your usual legal adviser
 The SN Power Integrity Helpline
1.15.3 How can you report concerns?
Through the line. If you believe that a provision of the Code of Conduct has
been or is being violated, you have a responsibility to raise your concern with
your superior officer through the regular line organization.
If you cannot raise your concern through the line, you may use the following
options:
Your local Integrity Committee. All SN Power country offices shall establish an
Integrity Committee, headed by the country manager, to which concerns may be
reported and integrity dilemmas may be raised.
The SN Power Integrity Helpline. In some cases, an employee may find it
difficult or inappropriate to raise a concern with a superior officer or the local
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Integrity Committee. This may be the case when local managers are involved in
the issue of concern, or because the issue has not been acted upon locally.
The SN Power Corporate Integrity Board. SN Power has established an
Integrity Board, headed by the SVP, Special Projects, to which concerns may be
reported and integrity dilemmas may be raised.
SN Power’s Internal Audit Team. Under special circumstances, an employee
may feel that the seriousness of a particular case may mean that none of SN
Power’s internal integrity channels will be able to handle his/her concern
properly. In such circumstances, the person can report the issue/concern directly
to SN Power’s Internal Audit Team who will carry out their own investigation of
the matter.
Retaliation of any kind, directed against anyone who in good faith reports an
issue concerning violation of the Code of Conduct, will not be tolerated. SN
Power will protect its employees against retaliation; in turn, it expects employees
who know or suspect that retaliation has taken place to report it through the SN
Power Integrity Helpline to the Integrity Board.
The identity of the person reporting a concern will be treated as confidential
information, and will only be disclosed on a strictly need-to-know basis.
1.15.3.1
What is the role of the Integrity Board?
SN Power’s Corporate Integrity Board is headed by the SVP, Special Projects
and has representatives from different part of SN Power, including the line
organization. The Integrity Board will regularly review concerns which are
reported; 1) into the Integrity Helpline; 2) via Local Integrity Committees where
serious concerns have been raised which could have global implications; 3)
directly to the Integrity Board.
The Integrity Board is also a forum where integrity dilemmas can be raised and
advice sought. The Integrity Board will assess all incoming concerns, and take
appropriate remedial action, which could include investigation. The Integrity
Board reports directly to the CEO.
1.15.3.2
How can you access the SN Power Integrity Helpline?
The SN Power Integrity Helpline can be accessed via email to
integrity@snpower.no, by letter or by telephone to +47 99 33 76 74 (monitored
automatic answering device where you can leave a message). The reported
Author:
Halvor Fossum
Lauritzsen
Approved by:
Torger Lien
Previous Edition Date:
Page
16
Document No.
SNP-04
Version No.
1
Effective Date
06.06.2014
Last Review Date
Nov 2014
Group Policy - Code of Conduct
Governance Manual
concerns will be logged and handled by the Integrity Board in accordance with
established investigative and privacy guidelines. The identity of the person
reporting will be treated as confidential information by the Integrity Board.
Acceptance of SN Power’s Code of Conduct as approved by the Board of SN
Power………………………………………….
2 COMPLIANCE
Line management is responsible for making the Code of Conduct known to all
employees and for promoting and monitoring compliance with the Code.
Managers must ensure that activities within their area of responsibility are carried
out in accordance with the requirements set out in this document. Managers are
responsible for communicating the requirements and for providing advice with
respect to the interpretation and application of the rules.
Every SN Power employee (or representative) must ensure that he/she is familiar
with and performs his/her duties in accordance with the requirements set out in
this Code and with applicable laws and regulations. The Code of Conduct shall
be part of all employment contracts and all employees shall participate in an
annual integrity training session.
The SVP, Special Projects will supervise SN Power’s compliance activities.
3 DEFINITIONS
Not relevant.
4 REFERENCES
Not relevant.
Author:
Halvor Fossum
Lauritzsen
Approved by:
Torger Lien
Previous Edition Date:
Page
17